Gwen Rapes Ben
by sinfulnature1123
Summary: This is my inverse story of the Ben Rapes Gwen fic I wrote some time ago. It was requested, it was a drabble, and now here it is.
1. Chapter 1

**Some time ago I wrote a story just completely at random for no reason, called Ben Rapes Gwen. And now we've got the reverse of that story. It received a drabble and was voted on to receive a full story. Second highest voted actually. I know one anonymous reader who actually requested a story like this before I even wrote Ben Rapes Gwen, and if you're actually reading this author's note, don't worry, I'll try and write it in a way that works for you as well as everyone ^-^**

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Ben was running in terror through the forest, trying desperately to get away from his cousin, who was following closely behind. If he'd known that this was going to happen, he'd wouldn't have tormented her so much, wouldn't have been such a dick about everything she said and did. But it was too late for apologies now that she was fucking hunting him down with an alien kill weapon.

He tripped on a tree root and went skidding across the dirt. He tried to get back up to his feet, only to get pushed back down to the ground by Gwen, who was smiling cruelly at him, "Where ya going Ben?" She questioned, her tone cheerful, and more frightening for it. "P-please Gwen, I'm sorry!" He said, looking fearfully at the alien watch device she had attached to her wrist. He'd seen what it did, what it let her become, and was terrified of the thought of what she would use it for.

"You think I'm going to hurt you?" Gwen asked, sounding innocent, "I just want to have a little fun with you. You always had so much fun with me, now I thought I could do the same to you~" "W-what do you mean?" Ben questioned. Grinning, Gwen said, "Here, I'll show you~" She said, adjusting the watch and slamming it down to shift into another form, a tall flaming humanoid alien.

Ben flinched, fearing he was about to be roasted to death. To his surprise, the fire she let out over his body was not intended to burn him to death, but rather to burn off his clothes, leaving him completely naked. "W-wha..?" Ben looked up at her in confusion. Had she taken pity and decided to let him live at the last second? As it happened, no. He yelped in pain as Gwen pressed her hot, burning foot down hard on his soft cock. The stimulation of the heat and pain caused him to get stiff quickly in spite of his disliking of the situation.

He couldn't fight back obviously, that might actually lead to fiery death. He gripped the ground beneath him, gritting his teeth in pain as Gwen ground her foot against his stiff cock, "We're going to have a lot of fun now that I've got this," Gwen said, tapping the insignia of the watch on her chest, "And if you try to stop me, or if you don't follow what I say.." She increased the heat of her foot to just below actual burning temperature, making his member twitch and cum hard, not from pleasure, but from painful stimulation.

Ben yelped, "P-please don't do this.." He pleaded. Gwen's response to this plea was to move herself forward and drop her hips down hard onto his cock. Ben cried out loudly as he felt his entire length bury inside her flaming hot insides, Gwen moaning happily from the feeling of his cock and the look of defeat on his face as she took him to the base inside of her hot cunt.

Gwen held onto Ben's shoulders, the fire of her hands burning him slightly as she began to move her hips. Ben grunted in pain as Gwen moved up and down his cock, the friction of the movement making it burn even more around his cock. Ben tried to tell her this, but doing so only convinced her to ride him even harder to make it hurt him that much more.

Soon Gwen was taking his entire length with every single movement, bouncing hard on his cock. Gwen moaned in pleasure, and smacked Ben's chest hard, "Move your hips to~" She ordered. Ben stayed still for another moment, Gwen forcing her body back up to just below burning temperature. Ben cried out in pain, and began to thrust up into her to make her stop.

Gwen lowered the heat, but only slightly, not wanting to give him much of a break even when he was obedient. He thrust up in rhythm with her movements, gritting his teeth as he had to hold onto her red hot hips for leverage to keep going. "Harder~" Gwen ordered with a groan as she got closer, riding harder as her control over her heat lessened and she grew back up to painful heat again.

Whimpering, Ben rammed harder up into her, trying to sate her and end this before she accidentally burned him to death. Ben and Gwen cried out together as they came in near unison, Gwen going over just a second before Ben. Whatever pleasure he got from the orgasm was lessened by the pain of Gwen's fire ramping up hard as she came, making his cock feel like it was being charred; though honestly she was making sure it would be the least damaged part of him by the end.

Gwen panted, getting off of him and returning to her normal form. "Not bad for a start," Gwen said, fixing her clothes, "Now get up. You're gonna have to go back naked to get anymore clothes, but you can just stay undressed if you want, not like you're going to need them much~"

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 **As a matter of fairness, I plan to make this story with the same number of chapters and as close to the same word count as Ben Rapes Gwen as possible to make sure it's equal for both ways. I can't exactly have one obviously better in any way than the other, because it wouldn't seem right to me, and because people would start complaining about it if I did.**


	2. Chapter 2

"Come on Ben," Gwen said, pulling her cousin along by the wrist. "Where are you two going?" Grandpa Max asked them as they left the RV. "Oh Ben's just gonna help me learn more about controlling the transformations." Gwen said with a smile, Ben nodding as he glanced at the alien watch on Gwen's wrists, fearing what would happen to him if he spoke out, even for a moment.

"Really? Wow, nice to see you two finally starting to get along. All it took was a piece of highly advanced alien tech." He chuckled. Gwen giggled, "I guess so. Don't worry, we'll be back before too long." Gwen turned, pulling Ben along by his wrist. He followed, not struggling as she led him away from the RV, out of sight and earshot of their grandpa and to a secluded area away from him.

It was a mostly open space, nothing much around but rocks. Gwen found a relatively flat one and sat down on it, pulling her pants down to her ankles, "Get to work." She said with a controlling smile. Ben didn't argue, getting down onto his knees in front of her and moving his mouth to her crotch. She'd already started getting wet just from the control she had over him, and she moaned happily as his tongue pushed into her slit and he began to eat her out slowly.

She'd had him do it a few times already at night or in places when Grandpa Max wasn't around, but Ben could tell this time would be different. She was going to use another one of her aliens again, he could tell. He tried to stall as long as possible, until Gwen pushed his head harder against her pussy, "If it takes too long for you to get me off, I'll have to really teach you a lesson after." She warned.

Ben picked up the pace, his tongue moving faster and deeper inside of her wet pussy. He wasn't a pro or anything, but with how often she'd forced him to please her, he was getting good at finding her sweet spots and getting her off. She groaned, legs locking around his head as she reached her peak in mere minutes, cumming over Ben's face. Ben reached up to wipe his face clean, but Gwen smacked it away, "Leave it." She said, getting up and moving him so he was sitting where she'd been.

Grinning, Gwen lifted the watch, scrolled through the aliens until she found the right one, and slammed down on the button, shifting forms into a tall, solid, blue crystal humanoid; Diamondhead. Ben gulped, and tensed nervously when he felt her using the alien's powers to summon crystal shackles around his wrists and ankles to keep him locked in place while she had her fun.

Gwen stepped forward, lining herself up to Ben's cock. "P-please Gwen, this one's basically made out of rock, if you do it like you usually do, it'll-" Gwen cut him odd, dropping her hips as hard as she could to take his cock inside of her crystal cunt. Ben shrieked in pain as it felt like she'd just dropped a brick, or several, onto his waist. He wasn't bleeding at least, her body was remarkably smooth, but it still hurt like hell as Gwen bucked her hips against him, trying to force his member deeper into her solid slit.

"Move your hips Ben," Gwen ordered, "What I said about taking too long to make me cum still stands you know~" She warned, Ben groaning hopelessly as he thrust up into her as best as he could. This form weighed a ton, perhaps literally, and the fact that his bones hadn't been broken by her dropping onto him was a miracle in itself. Straining to thrust up into her only made the pain worst.

It felt like he was trying to fuck a hole in a concrete slab, which he may well technically have been doing. Gwen seemed to be liking it though, her moans getting louder and her hips bucking harder against him, getting more painful with each movement until he expected her to actually start breaking his bones. She held his head against her chest as she started getting close, nearly giving him a concussion as she pulled his head against her body, which was made all the worse by her nipples being as hard as literal diamonds from her pleasure.

Her climax as Diamondhead might not have been as intense as her burning orgasm as Heatblast, but it may have been even more painful. As she got closer, her walls started clenching tighter around Ben's cock, which was hilted inside her by this point. With her body being as rigid as it was, her tightening pussy was squeezing Ben's cock like a vice. As painful as it was, the stimulation was enough to push Ben into a climax of his own, but the extreme tightness held his cock like a C-ring and prevented his release, forcing him to hold it back.

Ben wasn't sure if it was just something to do with the species, or if Gwen was doing it on purpose, but Gwen's climax seemed to last forever, her cunt keeping Ben's cock trapped inside for five full minutes of climax denial hell. When she started to relax enough for Ben to get the first of many spurts of cum out, the feeling caused her lock back up again, the binding even worse now that Ben's orgasm had actually started.

Ben had no idea how long she kept him like that, but he was practically going out of his mind with the desire to just finish it by the end. Gwen didn't even end the torture on purpose. The watch timed out and turned her back to her normal form. With the crystal walls no longer clenching around his shaft, Ben cried out with his orgasm, which was so strained now it was hardly even enjoyable.

The feeling of his warm, pent up seed erupting into her sent Gwen over the edge again into another pleasing climax and she cried out in bliss as her juices washed over his sore, abused cock. Gwen stood up, sighing happily, "Not bad, but you took way too long. You're gonna need a lot more training~" Gwen said, her voice and expression cruel as she got up and fixed her clothes.

Ben did the same, stumbling and falling from the pain and numbness in his legs. His body was drenched in sweat, which he could probably explain away since Grandpa Max thought they had been working on Gwen's transformations, but he didn't know what he was gonna do about the smell of Gwen's juices on him..


	3. Chapter 3

**A huge thanks to a specific anonymous who gave me the idea for this chapter. Coincidentally the same anon who gave me the idea for the actual story itself. They refuse to write themselves and remain anonymous, though I'm not sure why. I feel they could be a good writer with how detailed they describe their ideas. Not enough time for it perhaps. Guess that's what I'm for ^-^**

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The moment Ben heard Grandpa Max say he was going to be out of the RV for a few hours, he knew he wasn't going to like whatever else happened in the day. He didn't know what exactly Gwen intended to do, but he could make decent enough guesses as to the end result. Max headed out to so some fishing, and Gwen smiled when he was out of eyesight. "Sit down, I need to work on something." She said.

Ben sat down, and surprisingly, Gwen didn't order him to strip down, nor did she start undressing herself. Instead, she lifted her wrist, selected an alien, and shifted forms into the short, hyper intelligent alien they had nicknamed Greymatter. Ben wasn't sure she'd chosen this one, as he didn't see how she could use it for anything other than putting herself at a disadvantage against Ben. This was the one alien she had that he could probably take her down with.

Ben debated whether or not he should go for it. One quick punt would send the little grey alien that was his cousin out the widow and he could escape, tell Grandpa Max what had been happening, and bail completely if he didn't believe him. But if he did that, the landing would probably kill her.. as much as he hated what she was doing to him, he didn't want to be a murderer. And if he just trapped her, then he'd look like the one at fault when Grandpa Max returned, if she even stayed in her small form that long.

No, it wouldn't be smart to try and fight it Ben decided. Even if either of the plans had the potential to work, Gwen probably already had back up plans for if he tried. No doubt she'd used Greymatter's intellect to rig the whole RV if he tried to escape. Gwen could see these thoughts in his eyes as she worked on her little projects, and smiled to herself at how quickly she had managed to break Ben's resolve. If she'd turned Greymatter after the first time they'd done it, Ben would have definitely gone for it, but she'd beaten, or rather fucked and frightened, him into submission, and it felt wonderful.

It only took Gwen about an hour in Greymatter form to complete her devices, which was good considering she timed out just a few minutes after. The result of her work was a metallic syringe on the table. She picked it up and jammed it into Ben's arm, injecting the contents. "Ow! What was that?" Ben questioned, holding his arm where she'd punctured it. "Just a little solution Greymatter cooked up. Nanobots. They've got a few different functions for you actually. Think of it like an improvement of your body." Gwen said.

"An improvement?" Ben questioned. Gwen nodded, "Your body will be able to take more punishment without serious injury, that way you don't get permanently injured or killed when I want to get really rough. You'll be able to cum more times than you should without going soft, and let out a higher amount of cum as well. They'll heal any damage I do manage to leave on you, and they'll even increase the size of your cock whenever I want it bigger."

"Wow, that's...awesome actually," Ben said, surprised, "What's the catch?" "What catch?" Gwen questioned, "I mean, pf course I added a few features to make you a better pet for me~ now you can only get hard when I tell you to, so no masturbating or fucking anyone I don't say you can, and as durable as your body is now, you're always waaaay more sensitive, so every sensation is gonna be super intense, especially pleasure and pain."

Ben gulped, "So..what now?" "Now, get those fucking clothes off so I can see how well the nanobots work~" Gwen ordered. Ben found that his hands started moving to undress himself before he even conscious tried to. It seemed the bots inside of his body were controlling even more than Gwen had let on. Soon Ben was buck naked, his member a throbbing eight inches on Gwen's command. It hurt how stiff he felt, like he hadn't gotten off in weeks and the stiffness was all just pent up swelling.

Gwen seemed to adore the sight of it though. She turned her back to him, lowering her pants and panties before gripping the wall. "Fuck me, I wanna see how hard you can do it now." She ordered. Ben was up before he tried to stand up, and sighed as he walked over to her. He lined up his turgid rod, thrusting into her roughly. Gwen moaned, but Ben winced. She hadn't been kidding about the sensitivity. It was pleasure from being inside of her warm pussy, but it was so intense it would have made him cum instantly were the nanobots not evidently making that impossible as well.

Gwen moaned, pushing her hips back to take his cock deeper. Ben grit his teeth, hoping he could adjust and get used to his new sensitivity soon. As Gwen's words spurred him on to thrust harder and faster into her, it didn't seem like he was going to get used to it any time soon. He held her against the wall, slamming his entire length into her cunt so hard her ass began to redden from how hard his hips slapped against them.

Gwen moaned, cumming in the first ten minutes. Ben would have been up to third from the level of sensitivity, but Gwen didn't give the order, and so let him feel that much more pent up as he continued to fuck her deeper. When Gwen reached her second climax, she allowed Ben his first. He yelped as what felt like a dozen orgasms worth of cum flowed out of him and into her, filling her pussy with hot seed and triggering another climax for her.

Ben shuddered in a brief, amazing feeling of relief before the sensation once again became too overwhelming, and the rush of seed caused his cock to throb in pain, hurting more when the stiffness didn't go down. "Fuck I'm good~" Gwen praised her work on the nanobots. "We've still got like another hour before Grandpa Max gets back. Let's see just how big I can get you~"


	4. Chapter 4

Ben learned in the following days that the nanobots Gwen had filled him with didn't give her complete control over his movements. If he were to try, he could turn and bolt off in any given direction to try and flee her. He'd have to do it with a foot and a half long cock trying in vein to tear through his shorts, hands that kept attempting to slap him in the face, and skin so sensitive every movement could make him cum if he were able, but if he could really brute force through that, he could do it.

But then came the issue that Gwen could easily catch him with almost any of her aliens even before she had the nanobots put into him. With them in, he didn't have a hope in hell, which he was gradually beginning to accept as his role in life, upsetting as it was. He woke each morning with Gwen riding his cock until she got off, letting him cum at all as she didn't like taking seed that early. She'd let him get off when they showered, always together with him hammering her pussy as hard as she ordered, but only if he got her to cum quick enough. If he couldn't, he'd have to hold the cum until some random point later in the day when Gwen was in the mood to take it, by which point he was usually dying from how tightly wound up he was.

Watching him squirm got Gwen wet every time though, and she had no intentions of slowing down. In fact, she was getting all kinds of ideas for him, many involving her various aliens. One day, Gwen waited until they were all heading to a store and ordered Ben to come with her. She and Ben left the store while Grandpa Max continued to shop. Once at the RV, Gwen ordered Ben to undress while she took out various items; a few camera, her laptop, a set of vibrators, a collar with a tag reading 'boy slut', and a fleshlight.

Ben was getting a sinking feeling even before Gwen took out her watch and changed her form. The form she chose for today was a machine manipulating alien they had labelled Upgrade for its ability to absorb and improve upon existing devices. Once in this form, Gwen began absorbing the items she'd taken out, and merging with the chair Ben was sitting as well.

Before Ben could move, shackles locked his legs and hips in place so he couldn't move from where he was. The vibrator was attached to his balls to begin sending intense vibrations through his sensitive balls. The collar locked around his neck. The webcams moved into positions around Ben's body to get every angle possible, and the laptop began streaming the footage. In the seconds since she'd absorbed it, Gwen had used her laptop to set up a porn stream, and was now live for anyone to log in and see him naked and stiff as a board.

At Gwen's order, which the viewers couldn't hear, Ben gripped his cock and began desperately stroking it with both hands, the restricted feeling matched with the vibrations making him desire nothing more than his climax. Gwen could see the viewer count rise as more people watched, drawn in by Ben's young form jerking his rod, which grew larger the longer he went from Gwen's nanobots.

Within ten minutes Ben was pumping his hands along a foot long cock, the growth and the hardness hurting even when he was still. He couldn't stop stroking himself. He knew that no amount of jerking would push him over the edge, but he still couldn't stop, he needed release too desperately to think clearly or rationally. Gwen watched him struggle, getting more and more riled up as she did.

When she could tell he was nearly about to burst into tears from the pressure, Gwen moved the fleshlight over, taking his entire cock into it at once. She sealed it around his waist with the shackles so he couldn't remove it, the toy sucking his rod hard. Gwen could feel through it as though Ben were fucking her, and so ordered him to fuck the toy as hard as he could. Ben did so immediately and aggressively, but still was unable to cum in spite of how intensely he needed it. His frustration and desperation was clear on his face, and the viewers were loving it.

Gwen loved it to, and when she came, it send a small shock through his abused cock, making him scream and begin begging Gwen desperately for release. The begging got Gwen going, and she came again a few minutes later, shocking his member again. After her third climax, she let the nanobots relax so Ben could cum. He screamed from the intensity as he filled the fleshlight completely and continued cumming, dumping seed onto himself and onto the floor around him until he was practically in a puddle.

As Ben laid back, enjoying the few moments of rest Gwen let him have, a message flashed up on the screen for the viewers to see: Any females want a free fuck with him come to this address and meet in the upstairs bathroom. Gwen gave the address for the nearby store before ending the stream and exiting Upgrade mode to return to human. As Ben rested, Gwen waited a few minutes to let the watch charge back up and for any takers to arrive at the store.

Gwen then smiled, taking on a different alien form, the specter-like being they'd named Ghostfreak. Ben was in so much relief from the climax, he hadn't even noticed that anything had happened until Gwen phased into him, taking control of his body. Grinning, Gwen puppeted Ben's body to stand up, exiting the RV without getting dressed. Fully naked and with a foot long hard-on, Gwen moved Ben against his will through public, into the store, up the stairs, and into the woman's restroom. Already a line of fix or so woman had formed.

Gwen had Ben smile as cutely as possible, "I can please four of you at once, and you can be as rough as you want. I'm just a worthless boy whore, and my mistress said I should always be treated like one." Gwen exited Ben's body as the woman grabbed him. Another feature that the nanobots had that Gwen had chosen not to mention was the chemical they let off, a pheromone that would attract women. Not just make them want him though, it was powerful enough that it would drive them to want to dominate him. Gwen couldn't remember anything at all about how she had made it while she was Greymatter, but she loved that she had, and sat back to watch the wonderful show.


	5. Chapter 5

Gwen was waking Ben up at about five AM every day now. By itself it was annoying, but manageable. It was the fact that he'd usually only gone to sleep at midnight that made it so difficult for him to handle. She felt like it made sense though. Women usually started showing up to fuck him at around six, so if she woke him at five, she could get the first fuck of the day, which she deserved as the mistress. Ben tried to argue at she could wait until six to wake him and just make the woman wait awhile longer, but Gwen knew he was only saying this so he could minimize the actual number of women who got a turn with him.

The streaming sight Gwen had set up was updated everyday with new videos of Gwen and Ben during their morning and nighttime fucking, as well with the information of where they were going to be so women could show up to fuck Ben. Gwen had started charging, but Ben still ended up needing to get through five or six women a day, not even counting Gwen and her alien forms. And Gwen was making a killing.

But Ben still groaned in displeasure when he woke to Gwen bouncing roughly on his rod, taken a swollen eight inches into her pussy and stuffing the panties she'd been wearing into his mouth to keep him quiet, not wanting to get caught in the act. If they ever did get caught, Gwen felt she could fairly easily blame it on Ben, and Ben knew it to, so did his best to endure and keep quiet.

Gwen groaned as she rode him, wanting to use all the time she could while riding him, cumming three times over the course of the hour. After she had gotten to her third, she allowed Ben to reach his first. He shuddered and writhed as he went over the edge finally, pumping Gwen full of hot seed and lengthening her climax by another few moments. Gwen sighed happily as she got off of him ordered him up, attaching a leash to his collar and leading him out of the RV and to the nearby hotel where she'd set up the meeting for that morning.

Already there were three women, two tall and muscled, one actually extremely attractive, not that it was gonna make things better for Ben. Gwen opened the door, took Ben inside, and took the money from the women, giving them the keywords to control Ben's nanobots so they could control when he did and didn't cum, and when he changed positions and how big his member got.

Gwen waited outside the room, listening to Ben getting utterly railed by the woman inside. She didn't know what they were doing to him, nor she care. The sounds of Ben's groaning and pleading and yelping whenever he came was getting her off, so she just sat, counted her money, and jilled herself off as she listened to what was happening inside the room.

Two more women showed up to join the fun before eight o' clock, paying up and going in to fuck around with Ben. After they all left, Gwen went in and checked on Ben's current state. He'd been tied to the bed at some point, and cum was everywhere, both from Ben and from the women. The room reeked of the sex, and Ben's body was covered in bruises from the rougher moments.

Gwen grinned, giving Ben the order that would keep him conscious, stiff with a foot and a half cock, and cumming as often and hard as he could. Before she mounted him, Gwen took out the watch and changed forms, growing into the large, muscle bound alien they'd unimaginatively named Fourarms. Ben looked over and saw Gwen approaching in the Fourarms form. He didn't even have enough energy to ask her not to do it, as he knew it would be a waste of breath.

Gwen got onto the bed, lining Ben's massive rod up to her pussy and dropping down hard. Ben shrieked, the high sensitivity of Ben's body and the tightness of Gwen's pussy bringing Ben over the edge instantly. Gwen moaned, locking her legs beneath him and holding onto Ben with her bottom two hands. Her top two hands moved to her chest, groping it as she rode Ben, milking his rod for cum as she dropped her hips hard onto him.

"Don't worry Ben, I'll stop just as soon as you fill me all the way up~" Gwen promised. It was one she intended to keep, but it was a bit of a trick. Even with the amount of cum Ben let out and how often he let it out, it was nothing compared to how much a Fourarms let out. It was another two hours with just Gwen, Ben cumming every few minutes and getting weaker with each climax. He was practically in a stupor by the time Gwen had finally been filled up to the brim with his cum.

Gwen pulled off of him, panting hard. She'd only actually cum twice herself, but in this alien form they'd been more intense than ten orgasms in her normal form. Gwen shifted back into human form, groaning from how large her stomach had grown from the amount of seed Ben had pumped into her. She reached for the phone to call Grandpa Max, who was no doubt awake and probably freaking out by now.

"Hey, sorry Grandpa, we heard about a bad guy attack that was going on this morning. We ended up I the next town over fighting robots. We're okay though, promise. Just stay where you are. When the watch times back in, I can get us back in just a few minutes. Okay, see you then." She said. She hung up, turning to Ben. Grandpa Max wouldn't be too upset if she told him that the watch had taken an hour or so to time back in..


	6. Chapter 6

Gwen was saving up massive amounts of money from all her less than legal activities with Ben. Ben wasn't sure exactly what she intended to spend it all on, but he could guess pretty easily that whatever it was, he was not going to like any parts of it. Still, he felt a little safe in the knowledge that summer would be ending in just another two weeks. After that, Gwen wouldn't be able to do anything to him anymore. He wondered if Gwen was planning something for that to, or if she was actually going to show him some kind of mercy. A silly thought, perhaps.

In any event, Gwen wanted to try a new alien out on him. She had only recently unlocked the new form from the watch, and was eager to find out how well it could be used for sexual purposes, as she was with all her forms now a days. She lead Ben away from the RV and into the wooded area nearby. When they were surrounded by trees, Gwen ordered Ben out of his clothes and undressed herself as well.

When they were both stark naked, Gwen lifted the watch, selected her new form, and changed into the plant form that had been named Wildvine. Now, obviously the plant monster had no gender specific traits of its own, but Gwen felt that it was a simply matter of producing them. She drew in some plant matter from around the area, and used the Wildvine's special ability to shift its body to form a working pussy and even large breasts.

"Against that tree." Gwen ordered. Ben nodded going and standing with his back to the large tree as Gwen approached. She dug vines into the ground, connecting them to the roots of the tree and giving her control over it. Suddenly shackled of wood appeared around his legs and arms. Ben didn't know why she always felt the need to bind him when she knew full well he wasn't going to try to escape.

Regardless, Gwen moved forward, locking her vine-like legs around the tree to tie herself in place on Ben's cock, groaning as she ground his cock into her pussy hard, taking load after load of his warm cum from his sensitivity. Gwen moaned, squeezing Ben's face against the large tits she had formed for the body of the alien. "Use your mouth to." She ordered, moaning louder when Ben began to suck on her tits as she fucked him.

To Ben's surprise, the breasts were so large because they had been filled with some sort of sap, and a sweet tasting kind at that. This, at least, gave him a little comfort. He drank the sap down in large gulps as he sucked, enjoying it and not knowing of its side effects until he had drank too much of it to counter. The sap caused his body to completely lock up, unable to move at all, giving Gwen even more control that she already had. What's more, it caused his already thick and swollen rod to inflate even more, increasing the size, width, and sensitivity of it so every motion send pleasure so intense it was impossible to distinguish from pain.

And it was at this point that Gwen decided to go as rough as she could, pulling her hips against his as fast and hard as she could, using her vines to control her movement and take every inch of Ben's rod into her as hard as she so chose. Ben was in agony, but he couldn't even so much as scream as Gwen used him, milked him for her own pleasure, as the sap paralysis prevented even that.

Ben felt ashamed of himself. He should have known better than to just up and start drinking down the sap. Why had he expected anything from Gwen to not be a trick? He should have known. On some level, he felt that he had known, and had drank it down anyway. If he hadn't, she would have just forced him. He had stopped struggling against Gwen long ago, and the knowledge of this made her cum even harder.

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Gwen had been having a lot of fun trying out the forms of the many new aliens she had discovered within the watch, both in combat against bad guys, and to see how well they could fuck with Ben. But still, she enjoyed using some of her originals to use her fuck toy now and then when she was bored and just wanted a little quick pleasure to pass the time at Ben's expense.

Hmm.. quick.. Gwen grinned misceviously, lifting the watch and changing form into the extremely fast alien they knew as XLR8. She rushed forward, grabbing Ben, exiting the RV, and putting a good few miles in between them and Grandpa Max in less than a minute. Ben had nearly gone into shock from how sudden it had happened, but Gwen didn't give him time to calm down.

She dropped Ben to the ground, ordering his cock as hard as it could get and about nine inches in size. She turned to face away from him and dropped her hips hard, taking his cock into her tight ass. Ben yelped as Gwen began to ride his cock like it was her personal anal toy, bucking her hips hard and fast with XLR8's powers. Ben gripped the ground beneath him, feeling like he would get a friction burn along his cock. The nanobots would repair it of course, but the pain was still intense as she used him.

Gwen grunted, moaning as she ordered Ben to finger her while she rode him with her ass. Ben moved his shaking hands around her waist, probing her pussy with his fingers as she took his cock to the base inside her other hole, groaning in delight and reveling at the thoughts of everything else she had planned for him before the summer was over and done.


	7. Chapter 7

**Content warning (because no matter what kind of story it's established to be, I get hate if I don't up a secondary warning anyway): watersports and implied scat fetish ahead. I've no qualms with anyone skipping this chapter for this reason, it's not even a kink I myself enjoy, just one I believe I know how to write for those who do enjoy it. If you are one who enjoys it, read on my friend. If not, just check out the AN at the bottom of the chapter.**

* * *

The end of summer would be coming just next week. If he could just make it until then, Ben thought, he would finally be free of all of this. It was, perhaps, wishful thinking, but it was keeping him going, and that was what he needed. Gwen had decided not to tell him about the surprise she had prepared for when summer ended just yet. She didn't want to spoil the surprise too soon. His expression would be so much better if she waited until the last moment to spring it on him. She could hardly wait to see what he did when she told him.

Of course, the other reason she hadn't yet told him about it was that she didn't quite have the money saved up for it yet. Luckily, she did have one thing line dup that would bring in all the money she needed, and be fun to watch. But she would have to be clever about it if she wanted to get the best possible results, which luckily was her specialty these days.

Ben was paranoid the moment he woke up at eight o' clock. He hadn't been woken by Gwen riding him and dragging him off to pimp him out, but rather he'd woken naturally. He felt alright, so she hadn't done anything to him in his sleep, and had actually just left him alone. This put him on edge, making him wonder what she was planning to do to him. Because of this, he was almost glad when she finally did take him out of the RV and off to a secluded area in town, as it meant he wouldn't be kept in the suspense any longer at least.

"Just one girl for you to get it from today." Gwen said, "Well, and me of course, but that's all." "Just one?" Ben asked, shocked to hear it. He'd been with no less than four every day since the first time Gwen had streamed them fucking. Was she seriously starting to finally take pity on him? Ben almost didn't want to believe it in case it was false and his hopes were dashed.

Gwen nodded, "Yep. Just get your clothes off and sit down. She was willing to pay a fuck ton to have you all to herself for the next few hours. Guess that nanobot pheromone really does work huh? Like I said, she'll have to share you with me, but she's gonna pay anyway, so it doesn't matter." "Right... what do you need all this money for anyway?" Ben asked. "Oh you'll see later," Gwen said with a smile, "Look, here she is."

Ben turned, his eyes widening as he saw Charmcaster enter the alley they were in. Before Ben could do anything, Charmcaster had two spells off, one to make them invisible and unheard to anyone outside the alleyway, and one to pin Ben to the hard ground with his currently eleven inch cock sticking straight up in the air. Charmcaster whistled, "You weren't kidding~" She said, lifting a bare foot and teasing his member with it.

Because of his high sensitivity, the light rubbing off her foot was enough to send him over the edge. He groaned, shuddering as he shot cum all over her foot. Charmcaster frowned, "Any way to make him not do that?" Gwen nodded, "Ben, no cumming until one of us says~ feel free to punish him if you want." Gwen said. She smiled, letting her clothes vanish off of her body with magic before she straddled Ben's face, "Open wide~"

Ben was forced to open his mouth. He moved his tongue forward, assuming she wanted him to eat her out. This turned out to be a mistake, as no sooner had his tongue reached her slit did a stream of warm, yellow, vile fluid flow from her and into his mouth. Ben gagged and sputtered as his mouth was filled with urine, but at Gwen's order, was forced to swallow every last drop.

Charmcaster sighed happily before moving back and dropping her cunt onto his cock, "Fuck that was good~" As Charmcaster began to ride him, Ben didn't even notice what Gwen was doing until she had surrounded him, using the alien they had named Ditto. She had shifted into four different clones, one straddled his face with her ass for him to eat out, one behind Charmcaster to fuck her ass with a strap-on, and two for Ben to get wrist deep in with both hands.

Ben laid there, taking the aggressive riding from Charmcaster, who didn't seem keen on letting him cum at all until she was done. He struggled not to gag as his tongue probed Gwen's, tasting horrible even in alien form.

Gwen planned of course to capture and turn Charmcaster in the moment she got the payment from her. But she figured she might as well enjoy the fun with Ben in the meantime. And since he'd already swallowed her piss so easily, and since his tongue was already fuck deep in her ass, Gwen wanted to see what else Ben could take.

* * *

 **Yes, the next chapter is the finale. I'm sorry this story was so short, but like I said, I don't want it to end up with more chapters than Ben Rapes Gwen, as I don't want to be biased one way or the other. For every femdom fic (like RWBY art of domination) there needs to be a maledom fic (like Savage Encounters with a Wolf hog).**


	8. Chapter 8

**Yes, it's time for the finale. Let's see how much I can fit into this before I crash from too much caffeine!**

* * *

Ben woke up with a smile in spite of the fact that he woke with Gwen riding his stiff morning wood. Tomorrow was the last day of summer. As much as such a thing approaching would depress him any other time, he would take it with a smile if it meant never having to deal with Gwen and her fucking alien forms and her damned whoring him out every day. He was pretty sure she was gonna have some big grand send off planned, but he could endure it, he knew he could.

Of course, Gwen had a plan for that, but it wasn't quite time for that yet. Right now she just wanted to enjoy a big blow out with her fuck toy of a cousin. She was glad she had discovered how to change from one alien to another at will without the watch ever timing out, as it would make all she wanted to do today so much more fun and easier to pull off as well.

Gwen moaned as she came, allowing Ben to cum inside of her before she shifted forms into Ghostfreak, floating not over to Ben, but to Grandpa Max. She used his possession ability to implant a few ideas in his mind, then floated out and returned to normal. Max had no idea it had happened, and though he couldn't figure out why, he was sure that heading out fishing for the entire day and leaving Ben and Gwen by themselves was a good idea that he had had himself.

Ben could have known it had been Gwen's doing even if he hadn't watched her do it. He wondered how much else she had been responsible for with her using Ghostfreak's possession. Regardless, Ben and Gwen were left by themselves at the camp they had set up. Gwen ordered Ben out of his clothes immediately and demanded she be eaten out. "I want to get off again before the others arrive~" She said.

Ben wasn't surprised to hear that she planned for others to be showing up. She would have almost been surprised if she hadn't sent out a message telling whoever she could reach to show up to rape him. Ben heard them approaching while his tongue was still buried in Gwen's cunt, and didn't see who they were until Gwen had finished, soaking his face in her juices and letting him look up. His eyes widened when he saw who all was joining them.

Frightwig from Zombozo's gang, Rojo the girl who'd been assimilated by one of Vilgax's machines, Pinkie the escaped prison lady, Xylene the alien girl who'd had the hots for their Grandpa Max, Turbine the trucker girl bandit, Tiffany from that snooty rich kid school Gwen had wanted to go to, and even Tini, the fourarms woman from the Galactic Enforcers team.

"I figured I should probably have a proper send off with girls we know~" Gwen said with a grin, turning to the women and letting them all know about the nanobots inside of Ben and how they worked. Rojo and Pinkie went first, Pinkie mounting Ben's face and Rojo ordering his cock up to eleven inches before dropping down hard. "No cumming until we're both done bitch." Pinkie ordered, groaning as she felt Ben's tongue push into her pussy.

Rojo was riding Ben's swelled cock in reverse position, her super strength letting her grind her pussy down hard on Ben's cock, taking his entire length deep and so hard he was sore in seconds as she rode him. Pinkie let out a string of insults and other humiliations as she rode his face, her time in prison making her used to such forms of domination of those she fucked.

When Pinkie came, she stayed on Ben's face, taking a page from Charmcaster's book and using his mouth as a piss toilet while Rojo kept riding his cock. The machine girl was bouncing so hard now that Ben's hips actually bounced off the ground with the movements of her sex, making her moan louder as she got closer. Rojo came right after Ben had been forced to swallow all of the prison girl's piss, sighing happily as she released over Ben's cock.

Ben's rod was twitching with the need to cum, but he doubted he would get is, as it was Frightwig who took him next. She ordered his cock another inch larger, causing even more pain as his member was forced to grow out further before she dropped her hips down hard to ride him, her tentacle like hair coiling around him like bondage chains. Ben figured she just liked the feeling of having him bound as she rode him, as it certainly wasn't necessary to do so at this point.

Frightwig moaned as she moved her hips along Ben's length, using her hair coils to make Ben move his hips with her, squeezing his sensitive body tight with each movement. It felt like he was being lashed from every angle from how hard her hair coils squeezed him. Frightwig seemed to enjoy this though, and came all the faster because of it. She unbound his body as she dismounted and let the next two go.

It was Tiffany and Turbine who went next, Tiffany taking his face and Turbine his cock after lowering it back down to ten inches. She liked it rough but she was still human. Once again Ben was tortured more by the woman on his face than on his cock. Tiffany seemed to relish in insulting Ben as he ate out her cunt, which made her behavior back at the school make all the more sense in retrospect.

Tiffany to decided to repurpose Ben's face as a toilet, but unlike Pinkie, didn't just use him for one form. Ben squirmed and writhed beneath them in revolution as he was forced to swallow waste from both sides of the prep girl, who sighed happily in relief, getting off on his suffering. Turbine enjoyed it as well, Ben's squirming pushing his cock up deeper into her pussy.

After Turbine came and dismounted, Xylene went up to him. "Poor thing," She said, seeing how much his cock was throbbing. "You can cum just as soon as I do." She said. She didn't want to hurt or torture Ben, but the lust chemical the nanobots let out made raping him her first priority. She used her psychic powers to lift Ben into the air with her, locking her legs and arms around his body so she could take his cock, now swollen to a full foot in length, as deep and rough as possible.

Ben whimpered and pleaded with her to let him slow down or to go slower herself, feeling that Xylene might be the one person here who would actually let up. No such luck. Her only responses were, "Just a little longer Ben, try to hang in there," or "It'll start to feel better if you just relax." At no point did the pain or exhaustion subside and yield to pleasure, and the alien women kept going for a full hour.

She did allow Ben to cum deep into her at the end of it, but by that point he was so pent up it didn't even feel good anymore. Xylene lowered them to the ground, sighing happily as she dismounted and Tini walked over, licking her lips as she requested his cock grow as large as possible. His member inflated up to over a foot and a half in length and she dropped down hard onto it. "Cum as hard and as often as possible~" Tini demanded, wanting her pussy full to the brim with seed.

Just like with Gwen when she was Fourarms, Tini took forever to satisfy. Not only did it take over an hour and a half to fill her cunt with seed, but when it had been filled, she turned around and demanded that Ben fill her ass up as well. Thankfully it didn't take as long as her pussy, but by the end of it Ben's balls were more sore than they had ever been, which was saying a lot considering how he had just spent his summer.

Ben collapsed on his back, panting hard as he tried to catch his breath and outlast the pain. He was thankful when he heard the other women leaving the area, but his disappointment returned when he felt Gwen standing next to him. "You aren't done yet stupid," Gwen said with a smirk, lifting the watch and shifting forms into the blue anthro wolf they had labelled quite simply Gwenwolf.

Gwen lowered herself down, beginning to ride Ben in wolf form. Her body was so hot and tight in this form, and she rode with almost as much strength as Tini. Still, Ben felt he could tolerate one more round without blacking out completely. Of course, even if he couldn't he wouldn't actually be able to black out, the nanobots wouldn't allow him that much rest unless Gwen allowed it.

And of course she didn't. When she saw that Ben's eyes were glazing over in desperate need of rest, she simply ordered the nanobots to increase his sensitivity and rode harder until she had finished cumming and gotten bored of the wolf form. She stood from Ben's cock, shifting aliens into another one she had gotten through copying one she had seen, the Stein alien that had been working for the renegade Ghostfreak.

She dropped back down again, making Ben yelp. Not only had the sensitivity been cranked up, but Gwen in Stein for weighed almost twice what the wolf did, and generate large amounts of static with each movement, causing her to shock his cock every time she bucked her hips to take him deeper, which she did every second until he was hilted inside of her pussy, at which point she could shock his entire cock at once as she rode him.

Gwen stayed in Stein mode for a good hour and a half, not letting Ben cum until the end of it. As painful as the experience was, Ben assumed Gwen was done with him after it was over, as she stood up from his cock and shifted out of Stein form. He didn't realize how colossally wrong he was until he saw her looming over her in the massive form of the alien called Waybig.

Ben didn't see how on earth she could possible use this alien for sex. His cock could grow big now but not that big. Ben thought for a moment that she had seen something happening and had switched to Waybig for a fight, but realized different when she picked him up, bringing him between her legs. Gwen moaned as she felt Ben's head and torso push into her pussy as she used his entire body as a dildo, making him her literal sex toy.

Gwen couldn't hear it, but could feel him freaking the fuck out as she forced him deeper into her pussy. Nothing he did could hurt her in any way, but his panicking did make her pussy feel better, and so she pushed him as deeply inside of her as he could, holding onto him by his foot. Gwen groaned, just enjoying the feeling of him squirming inside of her cunt. He wouldn't die from this. The biggest risk to him was suffocation, and the nanobots could easily prevent that. It would hurt like hell, but he'd live.

When she came, Ben was forced out of her by the veritable flood of juices from her cunt, which soaked the campsite beneath them. Ben laid prone in the center of it, sputtering and sobbing and panting. His eyes were completely glazed over, broken and unable to respond as Gwen shifted back into human form and laid on top of him to rest for a bit.

* * *

As horrible as everything had been, Ben felt that he was finally safe now that he was in his own bed in his own home. He did, of course, have a few nightmares throughout the course of the night. He didn't mind them though. Fuck he had been expecting them and wasn't expecting them to go away any time soon, not after everything he had been through.

What Ben did mind though was when he woke up. His eyes widened when he realized that not everything he had been dreaming during the night was just a dream. Instead of it being Gwen on his cock when he opened his eyes though, it was his own mother, stripped naked and riding him just as roughly as Gwen had all summer. "M-Mom?! What are you doing!?" Ben questioned, struggling to get her off of him.

Ben's mother held his arms down, groaning as she came and continued to ride him, "I-I'm sorry son, I just missed you so much, and you got so cute over the summer, and you looked so adorably helpless while you were sleeping, I couldn't stop myself, it feels so good!" She moaned, continuing to ride him. Ben knew what this was, it was that damn lust chemical in the nanobots. This must have been Gwen's plan Ben thought, to make sure he never got any rest even if it wasn't her doing the fucking.

As it turned out, he was only half right. When morning finally came and Ben's mother stopped fucking him, she told him what Gwen had done with all that money she had saved up over the summer, "Your cousin paid for you to go to one of the best schools in the country with her. She's going to, but she must have spent a ton for you to get to go, because it's an all girls school."

Ben's blood went cold as he realized that his cousin's plans for him weren't even remotely finished yet.

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 **And that's it! Sorry if quality was a bit stodgy here and there, like I said, I'm writing this towards the end of a coffee marathon. In fact, these chapters were all written in two quick clusters so they could all be done at once before I even started the story. I hope I did okay in spite of this. If I didn't, be sure to let me know in the reviews. If I did, let me know what your favorite chapter was, or if there was a chapter you would have liked to see.**

 **Also, if you'd like me to write more Ben 10 stuff, tell me what kind in the reviews. Also don't be afraid to suggest other properties I could write domination fics about if you want. If you've made it to the end of this story, then no one who sees your review is going to judge you for whatever you suggest, least of all me.**

 **I am sinful by nature with no malicious intent, and I'll see you all next time!**


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